Exhibit 10.2


 


EXECUTION COPY


 


CONTRIBUTION AGREEMENT


 


This
CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 14, 2004, by
and among DONALD W. WALLACE, ALLIANCE HOLDINGS, INC., PPM AMERICA SPECIAL
INVESTMENTS FUND, L.P., LION CONNECTICUT HOLDINGS, INC. (as successor by merger
to Reliastar Financial Corp.), PPM AMERICA SPECIAL INVESTMENTS CBO II, L.P., PB
CAPITAL CORPORATION, and THE PROVIDENT BANK (each an “Existing Stockholder”
and collectively the “Existing Stockholders”), RV ACQUISITION INC., a Delaware
corporation (“Holdings”), and BRUCKMANN, ROSSER, SHERRILL & CO. II,
L.P., a Delaware limited partnership (“BRS”).  Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Stock Purchase Agreement (as defined
below).


 


WHEREAS,
Holdings and the Existing Stockholders are parties to that certain Stock
Purchase Agreement dated as of April 27, 2004 (the “Stock Purchase
Agreement”) pursuant to which Holdings has agreed to purchase substantially
all of the capital stock of LD Holdings, Inc., a Delaware corporation (the “Company”),
other than the Company Shares contributed hereunder, the Wallace Contributed
Shares and the Note Shares transferred pursuant to the Wallace Note Agreement;


 


WHEREAS,
pursuant to the terms and conditions of this Agreement, the Existing
Stockholders desire to contribute certain of their shares of the Company in
exchange for newly issued shares of Holdings; and


 


WHEREAS,
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby are conditions precedent to the purchase by
Holdings pursuant to the Stock Purchase Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the parties hereto agree as follows.


 


1.                                      Contribution
to Holdings.


 


(a)                                  Contributions. 
Each Existing Stockholder agrees to contribute and deliver to Holdings
certificates representing the number of shares of Class A Preferred Stock,
Class B Preferred Stock and Class A Common Stock (collectively, the “Company
Shares”, and individually, a “Company Share”), as applicable, as
specified for each such Existing Stockholder on Schedule 1 attached
hereto, endorsed in blank or accompanied by duly executed assignment documents,
and in exchange therefore, Holdings agrees to issue and deliver to each
Existing Stockholder, as directed by the Existing Stockholders pursuant to the
terms and conditions of the Agreement Among Sellers, certificates representing
the number of shares of Series A Preferred Stock, par value $0.01 per share, of
Holdings (the “Holdings Preferred”), as applicable, as specified for
each such Existing Stockholder on Schedule 1 attached hereto.  Pursuant to the terms and conditions of
Section 2.2(a) of the Stock Purchase Agreement, the Existing Stockholders
hereby request Holdings to issue all of such shares of Holdings Preferred in
the name of the Existing Stockholders as set forth on Schedule 1
and deliver such shares to the


 

















 


Escrow
Agent pursuant to the terms and conditions of the Escrow Agreement as security
for the indemnification obligations of the Existing Stockholders set forth in
Sections 11.3 and 11.4 of the Stock Purchase Agreement.


 


(b) Waiver. 
Wallace hereby permanently and irrevocably waives his right to require
Holdings to redeem his shares of Holdings Preferred under Article IV,
Section C(3) of the Certificate of Incorporation of Holdings (the “Certificate
of Incorporation”) in the event of an Organic Change (as such term is
defined in the Certificate of Incorporation), except in the event of Wallace’s
death, disability or mental incompetency as provided in
Section 351(g)(2)(C)(i)(I) of the Internal Revenue Code of 1986, as amended.
 Wallace, BRS and Holdings each hereby
agrees that Wallace’s right to require Holdings to redeem his shares shall be
deemed never to have existed except in the event of Wallace’s death, disability
or mental incompetency as provided in Section 351(g)(2)(C)(i)(I) of the
Internal Revenue Code of 1986, as amended.


 


2.                                      Additional
Contribution by Wallace.


 


Additionally,
contemporaneously with the contribution described in Section 1(a), Donald
W. Wallace (“Wallace”) is agreeing to contribute and deliver to Holdings
certificates representing the number of shares of Class A Common Stock
specified in the Wallace Contribution Agreement, endorsed in blank or
accompanied by duly executed assignment documents, and in exchange therefore,
Holdings is agreeing to issue and deliver to Wallace certificates representing
the number of shares of Holdings Preferred and the number of shares of Common
Stock of Holdings, par value $0.01 per share (the “Holdings Common”), as
specified in the Wallace Contribution Agreement, pursuant to the terms and
conditions of the Wallace Contribution Agreement. The Holdings Common and
Holdings Preferred are sometimes collectively referred to herein as the “Holdings
Shares”.


 


3.                                      Purchase
by BRS.  Contemporaneously with the contribution
described in Section 1(a), BRS is agreeing to purchase from Holdings and
Holdings is agreeing to issue to BRS 4,357,142.86 shares of the Holdings
Common, and 32,242.85714 shares of Holdings Preferred pursuant to the terms and
conditions of the BRS Subscription Agreement dated as of the date hereof.


 


4.                                      Tax
Reporting.


 


The
parties hereto intend that the transactions described in Section 1,
Section 2 and Section 3 (collectively, the “Exchange”) be
characterized in the aggregate as an exchange under Section 351(a) of the
Internal Revenue Code of 1986, as amended, and agree not to take an
inconsistent position on any return or other document filed with any tax
authority except as may be required by law.


 


5.                                      Representations
and Warranties.


 


(a)                                  Representations
and Warranties of Holdings. 
Holdings represents and warrants to the Company and each of the Existing
Stockholders that its statements contained in this Section 5(a) are true
and correct as of the date of this Agreement.


 


2

















 


(i)                                     Organization
of Holdings. Holdings is duly organized, validly existing, and in good
standing under the laws of the State of Delaware.


 


(ii)                                  Authorization
of Transaction and Holdings Shares. 
Holdings has full corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.  Holdings has authorized the issuance of the
Holdings Preferred to the Existing Stockholders pursuant to Section 1.  This Agreement constitutes a valid and
binding obligation of Holdings, enforceable in accordance with its terms and
conditions.  Holdings, to the best of
its knowledge, need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in
order to consummate the transactions contemplated by this Agreement, except for
certain filings related to the issuance of Holdings Preferred pursuant to
Section 1 necessary to comply with the Act (as defined below) and
applicable state securities laws.


 


(iii)                               Noncontravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Holdings is subject or any provision of
its charter or bylaws.


 


(iv)                              Capital Stock and Related Matters


 


The
authorized capital stock of Holdings consists of 10,000,000 shares of Holdings
Common and 100,000 shares of Preferred Stock, par value $0.01 per share, of
which 57,000 shares are designated Holdings Preferred.  Immediately after the Exchange, all of the
outstanding shares of Holdings Preferred shall be validly issued, fully paid
and nonassessable.


 


(b)                                 Representations
and Warranties of each Existing Stockholder.  Each Existing Stockholder, severally and not jointly, represents
and warrants to the Company and Holdings, as to such Existing Stockholder, that
the statements contained in this Section 5(b) are true and correct as of
the date of this Agreement.


 


(i)                                     Authorization
of Transaction.  This Agreement
constitutes the valid and legally binding obligation of each Existing
Stockholder, enforceable in accordance with its terms and conditions. Each
Existing Stockholder, to the best knowledge of such Existing Stockholder, need
not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.


 


(ii)                                  Noncontravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Existing Stockholder is subject.


 


(iii)                               Brokers’
Fees.  The Existing Stockholder has
no liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the


 


3

















 


transactions
contemplated by this Agreement for which the Company or Holdings could become
liable or obligated.


 


(iv)                              Investment.  The Existing Stockholder is acquiring the
Holdings Preferred for the Existing Stockholder’s own account and is not
acquiring the Holdings Preferred with a view to, or for sale in connection
with, any distribution thereof within the meaning of the Securities Act of 1933
as amended (the “Act”).  The
Existing Stockholder is an “accredited investor” as defined under rule 501
promulgated under the Act.


 


(v)                                 Sophistication
of Existing Stockholder.  The
Existing Stockholder is sophisticated in financial matters, is able to evaluate
the risks and benefits of the investment in the Holdings Preferred, and has
determined that such investment in the Holdings Preferred is suitable for the
Existing Stockholder, based upon the Existing Stockholder’s financial situation
and needs, as well as the Existing Stockholder’s other securities holdings.


 


(vi)                              Economic
Risk.  The Existing Stockholder is
able to bear the economic risk of the Existing Stockholder’s investment in the
Holdings Preferred for an indefinite period of time and the Existing
Stockholder understands that the Holdings Preferred have not been registered
under the Act, and cannot be sold unless subsequently registered under the Act
or unless an exemption from such registration is available.  The Existing Stockholder acknowledges that
each of the Holdings Preferred will be subject to the provisions of the
Stockholders Agreement, dated as of the date hereof, as amended, by and among
the Company and certain other parties thereto.


 


(vii)                           Information.  The Existing Stockholder has had an
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering of Holdings Preferred and has had full access to
such other information concerning Holdings as the Existing Stockholder has
requested.  The Existing Stockholder has
reviewed, or has had an opportunity to review, the Holdings Certificate of
Incorporation of Holdings.


 


6.                                      Post-Closing
Covenants.  Holdings, the Company and the Existing
Stockholders agree as follows with respect to the period following the
consummation of the transactions described herein.


 


(a)                                  Further
Assurances.  Each party to this
Agreement will take such further action (including the execution and delivery
of such further instruments and documents) as is reasonably necessary to carry
out the purpose of this Agreement as any other party hereto may reasonably
request, all at the sole cost and expense of such requesting party.


 


(b)                                 Legends.  Each Share of Holdings Preferred issued
under this Agreement will be imprinted with the following legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM REGISTRATION


 


4

















 


THEREUNDER.  THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, SET FORTH
IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY 14, 2004 BETWEEN THE ISSUER AND
CERTAIN OTHER PARTIES THERETO.  A COPY
OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


Furthermore,
subject to the terms and conditions of Section 11.8(e) of the Stock
Purchase Agreement, each share of Holdings Preferred issued under this
agreement will be imprinted with the following legend for so long as the
Sellers’ indemnification obligations are secured by the Holdings Preferred in
accordance with Section 11.8(e):


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SECURITY FOR CERTAIN
INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLE XI OF THAT CERTAIN
STOCK PURCHASE AGREEMENT DATED APRIL 27, 2004 AMONG RV ACQUISITION INC.,
LD HOLDINGS, INC. AND CERTAIN OTHER PARTIES THERETO.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT
THE ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


The
Company agrees to reissue any certificate(s) representing the Holdings
Preferred without the immediately preceding legend upon the earlier to occur of
(a) the expiration of the survival period set forth in Section 11.8(e) in
accordance with such provision, or (b) the depletion of all of the Escrow
Shares (as defined in the Escrow Agreement).


 


7.                                      Miscellaneous.


 


(a)                                  Press
Releases and Public Announcements. 
No party hereto shall issue any press release or make any public
announcement relating to the subject matter of this Agreement without the prior
written approval of Holdings and BRS; provided, that any party hereto may make
any public disclosure it believes in good faith is required by applicable law
(in which case the disclosing party will use its reasonable best efforts to
advise the other parties hereto prior to making the disclosure).


 


(b)                                 Succession
and Assignment.  This Agreement
shall be binding upon and inure to the benefit of the parties named herein and
their respective successors and permitted assigns. No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of Holdings, the Existing Stockholders and
BRS.


 


(c)                                  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.


 


5

















 


(d)                                 Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


(e)                                  Governing
Law. All questions concerning the construction, validity, and
interpretation of this Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York.


 


(f)                                    Amendments
and Waivers.  This Agreement may be
amended, or any provision of this Agreement may be waived upon a written
approval, executed by the parties hereto. 
No course of dealing between or among the parties hereto shall be deemed
effective to modify, amend, or discharge any part of this Agreement or any
rights or obligations of any such party or such holder under or by reason of
this Agreement.


 


(g)                                 Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other
jurisdiction.


 


(h)                                 Construction.  The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party hereto by virtue of the
authorship of any of the provisions of this Agreement.


 


(i)                                     WAIVER OF JURY TRIAL. 
EACH OF THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTON OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS HEREUNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT,
DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS
AGREEMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.  THE TERMS AND PROVISIONS
OF THIS SECTION 7.1(i) CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES
ENTERING INTO THIS AGREEMENT.


 


(j)                                     SUBMISSION TO JURISDICTION. 
EACH OF THE PARTIES SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE
OR FEDERAL COURT SITTING IN CHICAGO, ILLINOIS, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT
OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN ANY OTHER COURT.


 


6

















 


EACH OF THE PARTIES WAIVES
ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR
PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT
BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY AGREES THAT
SERVICE OF SUMMONS AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE SERVED IN
ANY ACTION OR PROCEEDING MAY BE MADE ON SUCH PARTY BY SENDING OR DELIVERING A
COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF THE PARTY AND
IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 13  OF THE STOCK PURCHASE AGREEMENT. NOTHING
IN THIS SECTION 7.1(j), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  EACH PARTY AGREES THAT A FINAL JUDGMENT IN
ANY ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


*     *     *    
*


 


7

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
  RV
  ACQUISITION INC. a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nicholas Sheppard

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Nicholas Sheppard

  	
   

  
	
   

  	
   

  	
  Title:
  

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRUCKMANN,
  ROSSER, SHERRILL & CO. II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BRS
  Partners, Limited Partnership

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BRSE
  Associates, Inc.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tom Baldwin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tom Baldwin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIANCE
  HOLDINGS, INC., a Pennsylvania corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Fenkell

  	
   

  
	
   

  	
  Name:

  	
  David B. Fenkell

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PPM
  AMERICA SPECIAL INVESTMENTS FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PPM
  America, Inc. as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart J. Lissner

  	
   

  
	
   

  	
  Name:

  	
  Stuart J. Lissner

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LION
  CONNECTICUT HOLDINGS, INC. as successor by merger to RELIASTAR FINANCIAL
  CORP.

  



 


(Signature Page to the Contribution Agreement)


 

















 


	
   

  	
  By:

  	
  /s/ David S. Pendergrass

  	
   

  
	
   

  	
  Name:

  	
  David S. Pendergrass

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PPM
  AMERICA SPECIAL INVESTMENTS CBO II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PPM
  America, Inc., as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart J. Lissner

  	
   

  
	
   

  	
  Name:

  	
  Stuart J. Lissner

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PB
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher J. Ruzzi

  	
   

  
	
   

  	
  Name:

  	
  Christopher J. Ruzzi

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PB CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Shippman

  	
   

  
	
   

  	
  Name:

  	
  Andrew Shippman

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  PROVIDENT BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher B. Gribble

  	
   

  
	
   

  	
  Name:

  	
  Christopher B. Gribble

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LION CONNECTICUT HOLDINGS, INC. as successor by merger to RELIASTAR
  FINANCIAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David S. Pendergrass

  	
   

  
	
   

  	
  Name:

  	
  David S. Pendergrass

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Donald W. Wallace

  	
   

  
	
   

  	
  Donald
  W. Wallace

  



 


 


(Signature Page to the Contribution Agreement)


 

















 


SCHEDULE 1


 


CONTRIBUTED SECURITIES


 


	
  EXISTING STOCKHOLDER

  	
   

  	
  CONTRIBUTED

  COMPANY SHARES

  	
   

  	
  ISSUED
  HOLDINGS

  SHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PPM
  AMERICA SPECIAL INVESTMENTS FUND, L.P.

  	
   

  	
  4,359,467.6412
  shares of Class A Preferred Stock

  	
   

  	
  0.000
  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LION
  CONNECTICUT HOLDINGS, INC. as successor by merger to RELIASTAR FINANCIAL
  CORP.

  	
   

  	
  1,244,656.8445
  shares of Class A Preferred Stock

  	
   

  	
  0.000
  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PPM
  AMERICA SPECIAL INVESTMENTS CBO II, L.P.

  	
   

  	
  5,123,261.6838
  shares of Class A Preferred Stock

  	
   

  	
  0.000
  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PB
  CAPITAL CORPORATION

  	
   

  	
  777,910.5283
  shares of Class A Preferred Stock

  	
   

  	
  0.000
  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE
  PROVIDENT BANK

  	
   

  	
  777,910.5283
  shares of Class A Preferred Stock

  	
   

  	
  0.000
  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal:

  	
   

  	
  12,283,207.2261
  shares of Class A Preferred Stock

  	
   

  	
  0.000
  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALLIANCE
  HOLDINGS, INC.

  	
   

  	
  1,600,409.8733
  shares of Class B Preferred Stock

  	
   

  	
  1,561.970
  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DONALD
  W. WALLACE

  	
   

  	
  151,598.2704
  shares of Class A Common Stock

  	
   

  	
  18,438.030  shares of Holdings Preferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  N/A

  	
   

  	
  20,000.000
  shares of Holdings Preferred